PBF Energy Inc. 8-K

What Happened

• PBF Energy Inc. filed an 8-K reporting the results of its Annual Meeting of Stockholders held April 28, 2026. Stockholders elected all nominees to the Board of Directors for terms ending at the 2027 Annual Meeting. Directors elected included Thomas J. Nimbley, Spencer Abraham, Karen B. Davis, Paul J. Donahue, Jr., S. Eugene Edwards, Georganne Hodges, Kimberly S. Lubel, Matthew C. Lucey, George E. Ogden, Damian W. Wilmot, and Lawrence M. Ziemba, with vote totals reported for each nominee.
• Shareholders also ratified KPMG LLP as PBF’s independent registered public accounting firm for 2026, approved the advisory Say-on-Pay vote for 2025 executive compensation, and approved an amendment to the PBF Energy Inc. 2025 Equity Incentive Plan.

Key Details

• Annual Meeting date: April 28, 2026.
• Board elections (selected vote totals, rounded):
  • Thomas J. Nimbley: 94,632,114 FOR; 2,350,588 AGAINST; 317,507 ABSTAIN; 6,646,141 broker non-vote.
  • Karen B. Davis: 96,349,914 FOR; 711,692 AGAINST; 238,603 ABSTAIN; 6,646,141 broker non-vote.
  • Lawrence M. Ziemba: 83,190,930 FOR; 13,866,251 AGAINST; 243,028 ABSTAIN; 6,646,141 broker non-vote. (Other director vote totals were reported in the filing.)
• Auditor ratification: KPMG LLP approved — 103,269,405 FOR; 456,777 AGAINST; 220,168 ABSTAIN.
• Say-on-Pay advisory vote: approved — 88,310,741 FOR; 8,675,183 AGAINST; 314,285 ABSTAIN; 6,646,141 broker non-vote.
• 2025 Equity Incentive Plan amendment: approved — 93,134,328 FOR; 3,856,348 AGAINST; 309,533 ABSTAIN; 6,646,141 broker non-vote.
• Report signed by Trecia M. Canty, Senior VP, General Counsel and Secretary, on April 30, 2026.

Why It Matters

• The results confirm board continuity and shareholder support for management’s slate of directors and compensation programs. Approval of the equity plan amendment allows the company to continue granting equity awards under the updated plan terms, which affects executive and employee incentives. Ratifying KPMG ensures continuity of the company’s external audit relationship for 2026. These are governance actions investors watch for indications of shareholder support and potential effects on executive pay and corporate oversight.